ABSTRACT Increasing access to and uptake of consistent HIV testing and biomedical prevention is critical to ending the epidemic in the United States (US) among gay, bisexual and other men who have sex with other men (MSM)1. This is particularly true for urban, African-American or Black MSM, who are disproportionately affected by HIV/AIDS in the US2-4 and would thus benefit from consistent testing, which is the gateway to treatment and prevention. NYC is the metropolitan area in the US with the largest number of newly diagnosed HIV infections among MSM and 89-94% of all people living with HIV/AIDS (PLWHA) in the US reside in urban areas. HIV stigma, PrEP/PEP stigma and homophobia are key barriers to HIV testing and prevention. Intersectional HIV- related stigmas and homophobia may be especially significant barriers to HIV testing and prevention among African-American/Black MSM, who test less often and are more likely to live with undiagnosed HIV/AIDS compared with white MSM. Few interventions have been developed and tested to reduce intersectional HIV stigmas and homophobia simultaneously or at the community level, particularly for African-American/Black MSM. One exception, designed and evaluated by study team leads is CHHANGE (Challenge HIV/AIDS Stigma & Homophobia and Gain Empowerment), a community-level, theory-based, anti-stigma and -homophobia intervention designed for African-American urban neighborhoods with high HIV prevalence. Here we propose to adapt this community-level intervention to include a focus on reducing PrEP/PEP and testing stigmas, as well as racism, to increase testing and PrEP/PEP uptake among African-American MSM living in urban areas. In Phase 1, we will use group model building, a systems science method, to identify causal pathways and other features of multiple levels of the community environment to inform the adaptation of CHHANGE. In Phase 2, we will adapt the intervention applying principles of design thinking and results will be concept tested. In this phase we will also identify optimal study design features for a large-scale trial of the resultant community-level intervention. In Phase 3, we will pilot test the intervention, including aspects of the optimized study design, in a matched-community approach. The final result will be an intervention to reduce intersectional HIV, PrEP/PEP, testing stigmas and homophobia, in the context of racism, and the planning required to test the intervention using a rigorous design at scale. Results will fill a gap in the prevention science evidence base around interventions to increase HIV testing and PrEP/PEP use among populations most at risk for HIV.